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Report on Annual General Meeting Proceedings and Granting of Long-Term Incentive Awards
THE BIDVEST GROUP LIMITED
(“Bidvest” or “The Group”)
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06)
JSE Share code: BVT
ISIN: ZAE000117321
REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS (“AGM”) AND GRANTING OF LONG-TERM INCENTIVE
AWARDS
1. RESULTS OF THE AGM
Bidvest shareholders are advised that at the AGM of members held on Friday, 26 November 2021 all the ordinary
and special resolutions were passed by the requisite majority votes.
Bidvest confirms the voting statistics from the AGM as follows:
Total number of shares that can be exercised at the meeting 100% 339,769,509
Total number of shares present/represented including proxies at the meeting
as % of voteable shares 75% 255,518,025
Total number of shares present/represented including proxies at the meeting
as % of issued shares 75% 255,518,025
Total number of members present in person 14
Issued Shares 100% 340,274,346
(1) Disclosed as a percentage of the voteable shares
(2) Disclosed as a percentage of the total issued capital
Ordinary resolution number 1.1: Re-election of directors that retire by rotation - RD Mokate
For Against Abstain Shares voted
253,449,183 1,294,841 774,001 254,744,024
99.49% 0.51% 0.23% (1) 74.98%
0.23% (2) 74.86%
Ordinary resolution number 1.2: Re-election of directors that retire by rotation - NW Thomson
For Against Abstain Shares voted
251,548,023 3,195,873 774,129 254,743,896
98.75% 1.25% 0.23% (1) 74.98%
0.23% (2) 74.86%
Ordinary resolution number 2.1: Election of non-executive directors - L Boyce
For Against Abstain Shares voted
253,475,342 1,268,554 774,129 254,743,896
99.50% 0.50% 0.23% (1) 74.98%
0.23% (2) 74.86%
Ordinary resolution number 2.2: Election of non-executive directors - SN Mabaso-Koyana
For Against Abstain Shares voted
251,960,020 2,783,654 774,351 254,743,674
98.91% 1.09% 0.23% (1) 74.98%
0.23% (2) 74.86%
Ordinary resolution number 3: Re-appointment of independent external auditor
For Against Abstain Shares voted
254,738,920 5,104 774,001 254,744,024
100.00% 0.00% 0.23% (1) 74.98%
0.23% (2) 74.86%
Ordinary resolution number 4.1: Election of members of the Audit committee - SN Mabaso-Koyana
For Against Abstain Shares voted
252,318,623 2,425,051 774,351 254,743,674
99.05% 0.95% 0.23% (1) 74.98%
0.23% (2) 74.86%
Ordinary resolution number 4.2: Election of members of the Audit committee - L Boyce
For Against Abstain Shares voted
253,474,292 1,269,254 774,479 254,743,546
99.50% 0.50% 0.23% (1) 74.98%
0.23% (2) 74.86%
Ordinary resolution number 4.3: Election of members of the Audit committee - RD Mokate
For Against Abstain Shares voted
248,930,375 5,813,299 774,351 254,743,674
97.72% 2.28% 0.23% (1) 74.98%
0.23% (2) 74.86%
Ordinary resolution number 4.4: Election of members of the Audit committee - N Siyotula
For Against Abstain Shares voted
253,387,804 1,355,870 774,351 254,743,674
99.47% 0.53% 0.23% (1) 74.98%
0.23% (2) 74.86%
Ordinary resolution number 4.5: Election of members of the Audit committee - NW Thomson
For Against Abstain Shares voted
254,018,535 725,011 774,479 254,743,546
99.72% 0.28% 0.23% (1) 74.98%
0.23% (2) 74.86%
Ordinary resolution number 5: Placing authorised but unissued ordinary shares under the control of directors
For Against Abstain Shares voted
228,969,290 25,774,877 773,858 254,744,167
89.88% 10.12% 0.23% (1) 74.98%
0.23% (2) 74.86%
Ordinary resolution number 6: General authority to issue shares for cash
For Against Abstain Shares voted
232,812,767 21,932,237 773,021 254,745,004
91.39% 8.61% 0.23% (1) 74.98%
0.23% (2) 74.86%
Ordinary resolution number 7: Payment of dividend by way of pro rata reduction of share capital or share premium
For Against Abstain Shares voted
254,741,715 3,834 772,476 254,745,549
100.00% 0.00% 0.23% (1) 74.98%
0.23% (2) 74.86%
Ordinary resolution number 8: Ratification relating to personal financial interest arising from multiple offices in the
Group
For Against Abstain Shares voted
246,439,522 8,270,800 807,703 254,710,322
96.75% 3.25% 0.24% (1) 74.97%
0.24% (2) 74.85%
Ordinary resolution number 9: Directors’ authority to implement special and ordinary resolutions
For Against Abstain Shares voted
254,696,937 13,696 807,392 254,710,633
99.99% 0.01% 0.24% (1) 74.97%
0.24% (2) 74.85%
Non-binding advisory vote: Endorsement of the Remuneration policy
For Against Abstain Shares voted
229,507,624 25,229,044 781,357 254,736,668
90.10% 9.90% 0.23% (1) 74.97%
0.23% (2) 74.86%
Non-binding advisory vote: Endorsement of the Implementation of remuneration policy
For Against Abstain Shares voted
238,491,034 16,245,634 781,357 254,736,668
93.62% 6.38% 0.23% (1) 74.97%
0.23% (2) 74.86%
Special resolution number 1: Non-executive director remuneration
For Against Abstain Shares voted
250,179,429 4,546,413 792,183 254,725,842
98.22% 1.78% 0.23% (1) 74.97%
0.23% (2) 74.86%
Special resolution number 2: General authority to provide financial assistance to related or inter-related companies
and corporations
For Against Abstain Shares voted
245,778,894 8,963,731 775,400 254,742,625
96.48% 3.52% 0.23% (1) 74.98%
0.23% (2) 74.86%
2. GRANTING OF CONDITIONAL SHARE AWARDS IN TERMS OF THE 2008 BIDVEST CSP
Executive Directors have been awarded Conditional Share (CSP) Awards in terms of the 2008 Bidvest Group CSP,
approved by shareholders at the annual general meeting in November 2008. CSP Awards are subject to
performance conditions for the period starting 1 July 2021 and ending 30 June 2024. Subject to performance,
vesting will occur in September 2024 and September 2025. The Remuneration Committee has given approval
for the following individual allocations.
Conditional share awards are as follows:
Executive Directors:
NT Madisa 107 000 conditional share awards
MJ Steyn 54 000 conditional share awards
GC McMahon 44 000 conditional share awards
Date: 29 November 2021
Johannesburg
Sponsor: Investec Bank Limited
Date: 29-11-2021 12:12:00
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